Exhibit 4.6

SHARE EXCHANGE AGREEMENT

THIS SHARE
EXCHANGE AGREEMENT (this Agreement),
is made as of the 13 day of October, 2002, by and among Crystal Systems Solutions Ltd.,a public company organized under the laws
of the State of Israel and whose Ordinary Shares are traded on Nasdaq (the Company or Crystal) and each of the investors identified in Schedule
1.1 attached hereto (each, an Investor,
and collectively, the Investors).

W I T N E S S E T H:

WHEREAS,
the Board of Directors of the Company (the Board)
has determined that it is in the best interests of the Company to issue, in the
aggregate, Three Million, Four Hundred and Seventy Eight Thousand and Six
Hundred and Twenty Four (3,478,624) of the Companys Ordinary Shares, nominal
value NIS 0.01 per share (Crystal Shares),
in exchange for, in the aggregate, of Five Million, Eight Hundred and Nine
Thousand, Three Hundred and two (5,809,302) Ordinary Shares, nominal value NIS
0.01 per share of Liraz Systems Ltd. (respectively Liraz and the Liraz
Shares), on the terms and conditions more fully set forth in this
Agreement; and

WHEREAS,
the Investors desire to purchase Crystal Shares in exchange for Liraz Shares
pursuant to the terms and conditions more fully set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual
promises and covenants set forth herein, the parties hereby agree as follows:

1.          Issue
and Purchase of Shares.

1.1.     Issue
and Purchase of Shares.  Subject to
the terms and conditions hereof, the Company shall issue and allot to each
Investor one (1) Crystal Share for every one and sixty-seven one hundredths
(1.67) Liraz Share sold by such Investor to the Company.  The number of Crystal Shares to be purchased
by each Investor from the Company, and the number of Liraz Shares to be sold by
each Investor to the Company in exchange therefor, are set forth opposite such
Investors name in Schedule 1.1 attached hereto.

2.          Closing
of Issue and Purchase.

2.1     Closing.  The issue and allotment of the Crystal
Shares, and the transfer of the Liraz Shares in exchange therefor, shall take
place at a closing (the Closing) to be held at the offices of Goldfarb, Levy,
Eran & Co., within seven (7) business days of the approval by the Companys
shareholders of the transactions set forth in this Agreement, subject to the
provisions of Section 8.1 below-, or such other date, time and place as the
Company and the Investors shall mutually agree.

2.2     Transactions
at the Closing.  At the Closing, the
following transactions shall occur, which transactions shall be deemed to take
place simultaneously and no transaction shall be deemed to have been completed
or any document delivered until all such transactions have been completed and
all required documents delivered:

2.2.1     The
Company shall deliver to the Investors the following documents:

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(a)     True
and correct copies of the resolutions of the Companys shareholders
approving by the majority required under applicable law the transactions set
forth in this Agreement, as transactions with a controlling shareholder of the
Company;

(b)     True and correct copies of resolutions of the
Board of Directors of the Company issuing and allotting the Crystal Shares to
the Investors in exchange for the Liraz Shares, and approving all other
transactions set forth herein;

(c)     Validly executed share certificates covering
the Crystal Shares, issued in the names of the respective Investors, bearing a
restrictive legend providing substantially as follows:

| | THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE
  HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO
  THE DISTRIBUTION OF SUCH SHARES. THE SHARES MAY NOT BE SOLD OR OTHERWISE
  TRANSFERRED EXCEPT PURSUANT TO RULE 144 OR ANOTHER EXEMPTION UNDER THE
  SECURITIES ACT OF 1933.
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(d)     A certificate duly executed by an executive
officer of the Company, dated as of the date of the Closing, in the form
attached hereto as Schedule 2.2.1(d) (the Compliance Certificate);

(e)     Copies of all applicable consents and waivers
required of the Company by applicable law, regulation or contract, in
connection with the transactions contemplated hereby.

2.2.2     Each
Investor shall deliver to the Company the following:

(a)     Either: (i) A validly executed share transfer
deed concerning the transfer of such Investors Liraz Shares to the Company,
together with the original, executed share certificate issued by Liraz in
respect of such Liraz Shares; or (ii) an irrevocable letter of instructions to
the Tel Aviv Stock Exchange Member through which such Liraz Shares are held for
the account of such Investor, with instructions to transfer such Liraz Shares
to an account designated by the Company, maintained with any Tel Aviv Stock
Exchange Member;

(b)     Copies of all applicable consents and waivers
required of the Investors by applicable law, regulation or contract, in
connection with the transactions contemplated hereby.

2.2.3     The
Company shall record the allotment of the Crystal Shares to the Investors, in
the respective numbers indicated in Schedule 1.1 opposite the names
of the Investors, in the register of shareholders of the Company.

3.          Registration Rights.
     The Company covenants and agrees as follows:

3.1        Definitions.  For purposes of this Section 3:

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Registrable Shares means
(i) the Crystal Shares, and (ii) any other securities of the Company issued as
a dividend or other distribution with respect to, or in exchange for or in
replacement of, such Crystal Shares.

Register, registered and registrationrefer to a registration effected by filing a
registration statement in compliance with the Securities Act of 1933, as
amended (the Securities Act),
and the declaration or ordering by the Securities & Exchange Commission of
effectiveness of such registration statement, or the equivalent actions under
the laws of another jurisdiction.

3.2     Incidental
Registration. If the Company, at any time proposes to (a) register any of
its newly issued securities for primary
sale in an underwritten offering, or (b) register for resale outstanding
securities of the Company previously issued to a third party in a private
placement in such aggregate number that at the time of such issuance equals or
exceeds thirty percent (30%) of the Companys then issued and paid up capital,
it shall give notice to each of the Investors of such intention.  Upon the written request of an Investor,
given within twenty (20) days after receipt of any such notice, the Company
shall include in such registration all of the Registrable Shares indicated in such
request, so as to permit the disposition of the Registable Shares so
registered, at the expense of the Company provided that all underwriting
commissions shall be paid by the parties selling shares with respect to their
shares sold.  Notwithstanding any other
provision of this Section 3, if the registration is underwritten and the
managing underwriter advises the Company that marketing factors require a
limitation of the number of shares to be underwritten, then the number of
Crystal Shares that may be included in such registration shall be reduced as
required by the underwriters, and the securities to be registered in such
registration shall be allocated as follows: first, securities proposed
to be sold by the Company or resold by such third party, as applicable, shall
be registered; and second, the Registrable Shares requested to be
registered by Investors shall be registered, (such Registrable Shares to be
divided among the Investors, on a pro rata basis, based on the total number of
Registrable Shares requested to be registered).  The Company may postpone or withdraw the filing or the
effectiveness of such an incidental registration at any time in its sole
discretion.

3.3     Form
F-3 Registration.

3.3.1     At
anytime during the three (3) year period following the Closing, in case the
Company shall receive from any Investor(s) holding, in the aggregate, at least
twenty percent (20%) of the Crystal Shares issued hereunder a written request
or requests that the Company effect a registration on Form F-3, and any
related qualification or compliance, with respect to Registrable Shares, the
Company shall within twenty (20) days after receipt of any such request give
written notice of the proposed registration, and any related qualification or
compliance, to all other Investors, and include in such registration all
Registrable Shares held by all such Investors who wish to participate in such
registration and provide the Company with written requests for inclusion
therein within fifteen (15) days after the receipt of the Companys
notice.  Thereupon, the Company shall,
at its expense, effect such registration and all such qualifications and
compliances as may be so requested and as would permit or facilitate the sale
and distribution of all or such portion of such Investors Registrable
Securities as are specified in such request, together with all or such portion
of the Registrable Shares of any other Investor or Investors joining in such
request as are specified in a written request given within fifteen (15) days
after receipt of such written notice from the Company;

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3.3.2     Notwithstanding
the foregoing, if the underwriter advises the Investors in writing that
marketing factors require a limitation of the number of shares to be
underwritten (or, in the case such registration and offering shall not be
underwritten, any other factor arises requiring such a limitation in the number
of shares to be so registered), then there shall be included in such
registration and underwriting to the extent necessary to satisfy such
limitation the Registrable Shares held by the Investors (pro rata to the
respective number of Registrable Shares required by such Investors to be
included in the registration).

3.3.3     Notwithstanding
the foregoing, the Company shall not be obligated to effect any such
registration, qualification or compliance, pursuant to this Section 3.3,
(i) if Form F-3 is not available for such offering by the Investors;
(ii) if the Investors, together with the holders of any other securities
of the Company entitled to inclusion in such registration, propose to sell
Registrable Shares and such other securities (if any) at an aggregate price to
the public (net of any underwriters discounts or commissions) of less than One
Million United States dollars ($1,000,000); (iii) if the Company shall
furnish to the Investors a certificate signed by the President or CEO of the
Company stating that in the good faith judgment of the Board of Directors of the
Company it would be seriously detrimental to the Company or its stockholders
for such Form F-3 registration statement to be effected at such time, in
which event the Company shall have the right to defer the filing of the
Form F-3 registration statement for a period of not more than one hundred
twenty (120) days after receipt of the request of the Investors under this
Section 3.3; provided, however, that the Company shall not
utilize this right more than once in any twelve (12) month period; (iv) 
during the period starting with the date sixty (60) days prior to the Companys
estimated date of filing of, and ending on the date six (6) months immediately
following the effective date of, any registration statement pertaining to
securities of the Company (other than a registration of securities in a Rule
145 transaction or with respect to an employee benefit plan), provided that the
Company is actively employing in good faith reasonable efforts to cause such
registration statement to become effective and that the Companys estimate of
the date of filing such registration statement is made in good faith;
(v) in any particular jurisdiction in which the Company would be required
to qualify to do business or to execute a general consent to service of process
in effecting such registration, qualification or compliance; or (vi) if the
Company has already effected one F-3 registration statement under this Section
3.3.

3.4     Indemnities.  In the event of any registration of
Registrable Shares pursuant to this Section 3:

3.4.1     The
Company will indemnify and hold harmless, to the fullest extent permitted by
law, any Investor and any underwriter for such Investor, and each person, if
any, who controls the Investor or such underwriter, from and against any and
all losses, damages, claims, liabilities, joint or several, costs and expenses
(including any amounts paid in any settlement effected with the Companys
reasonable consent) to which the Investor or any such underwriter or controlling
person may become subject under applicable law or otherwise, insofar as such
losses, damages, claims, liabilities (or actions or proceedings in respect
thereof), costs or expenses arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in the
registration statement or included in the prospectus, as amended or
supplemented, or (ii) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances in which they are made, not
misleading, or (iii) a violation of applicable securities laws by the Company,
and the Company will reimburse the Investor, such underwriter and each such
controlling person of the Investor or the underwriter, promptly upon demand,
for any reasonable legal or any other expenses incurred by them in connection
with investigating, preparing to defend or defending against or appearing as a
third-party witness in connection with such loss, claim, damage, liability,
action or proceeding; provided, however, that the Company will
not be liable in any such case to the extent that any such loss, damage,
liability, cost or expense arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission so made in
conformity with information furnished in writing by an Investor, such
underwriter or such controlling persons specifically for inclusion therein; provided,
further, that this indemnity shall not be deemed to relieve any
underwriter of any of its due diligence obligations; provided, further,
that the indemnity agreement contained in this subsection 3.4.1 shall not
apply to amounts paid in settlement of any such claim, loss, damage, liability or
action if such settlement is effected without the consent of the Company, which
consent shall not be unreasonably withheld. 
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the selling shareholder, the underwriter
or any controlling person of the selling shareholder or the underwriter, and
regardless of any sale in connection with such offering by the selling
shareholder.  Such indemnity shall
survive the transfer of securities by a selling shareholder.

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3.4.2     Each
Investor participating in a registration hereunder will indemnify and hold
harmless the Company, each other Investor participating in such registration,
any underwriter for the Company, and each person, if any, who controls
the Company or such underwriter or such other Investor, from and against any
and all losses, damages, claims, liabilities, costs or expenses (including any
amounts paid in any settlement effected with the selling shareholders reasonable
consent) to which the Company or any such controlling person and/or any such
underwriter and/or such other Investor may become subject under applicable  law or otherwise, insofar as such losses,
damages, claims, liabilities (or actions or proceedings in respect thereof),
costs or expenses arise out of or are based on (i) any untrue or alleged
untrue statement of any material fact contained in the registration statement
or included in the prospectus, as amended or supplemented, or (ii) the
omission or the alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein, in the light of
the circumstances in which they were made, not misleading, and each such
Investor will reimburse the Company, each other Investor participating in such
registration, any underwriter and each such controlling person of the Company
or any underwriter, promptly upon demand, for any reasonable legal or other
expenses incurred by them in connection with investigating, preparing to defend
or defending against or appearing as a third-party witness in connection with
such loss, claim, damage, liability, action or proceeding; in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was so made in strict conformity with
written information furnished by such Investor specifically for inclusion
therein.  The foregoing indemnity
agreement is subject to the condition that, insofar as it relates to any such
untrue statement (or alleged untrue statement) or omission (or alleged
omission) made in the preliminary prospectus but eliminated or remedied in the
amended prospectus at the time the registration statement becomes effective or
in the Final Prospectus, such indemnity agreement shall not inure to the
benefit of (i) the Company and (ii) any underwriter, if a copy of the
Final Prospectus was not furnished to the person or entity asserting the loss,
liability, claim or damage at or prior to the time such furnishing is required
by the Securities Act; provided, further, that this indemnity
shall not be deemed to relieve any underwriter of any of its due diligence
obligations; provided, further, that the indemnity agreement
contained in this subsection 3.4.2 shall not apply to amounts paid in
settlement of any such claim, loss, damage, liability or action if such
settlement is effected without the consent of such Investor, as the case may
be, which consent shall not be unreasonably withheld.  In no event shall the liability of an Investor exceed the net
proceeds from the offering received by such Investor.

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3.4.3     Promptly
after receipt by an indemnified party pursuant to the provisions of Sections
3.4.1 or 3.4.2 of notice of the commencement of any action involving the
subject matter of the foregoing indemnity provisions, such indemnified party
will, if a claim thereof is to be made against the indemnifying party pursuant
to the provisions of said Section 3.4.1 or 3.4.2, promptly notify the
indemnifying party of the commencement thereof; but the omission to notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified party otherwise than hereunder.  In case such action is brought against any indemnified party and
it notifies the indemnifying party of the commencement thereof, the
indemnifying party shall have the right to participate in, and, to the extent
that it may wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof with counsel reasonably satisfactory to such
indemnified party; provided, however, that if the defendants in
any action include both the indemnified party and the indemnifying party and
there is a conflict of interests which would prevent counsel for the
indemnifying party from also representing the indemnified party, the
indemnified party or parties shall have the right to select one separate
counsel to participate in the defense of such action on behalf of such
indemnified party or parties.  After
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party will not be liable to
such indemnified party pursuant to the provisions of said Sections 3.4.1 or
3.4.2 for any legal or other expense subsequently incurred by such indemnified
party in connection with the defense thereof, unless (i) the indemnified party
shall have employed counsel in accordance with the provision of the preceding
sentence, (ii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party within 15 days after the notice of the commencement of the action, or
(iii) the indemnifying party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party.  No indemnifying party will consent to entry
of any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation.

3.4.4     If
recovery is not available under the foregoing indemnification provisions, for
any reason other than as specified therein, the parties entitled to
indemnification by the terms thereof shall be entitled to contribution to
liabilities and expenses.  In
determining the amount of contribution to which the respective parties are
entitled, there shall be considered the parties relative knowledge and access
to information concerning the matter with respect to which the claim was
asserted, the opportunity to correct and prevent any statement or omission, and
any other equitable considerations appropriate under the circumstances.  In no event shall the liability of an
Investor exceed the net proceeds from the offering received by such Investor.

|3.5 | No
  Conflicting Agreements.  The Company represents and warrants to the Investors that the
  Company is not a party to any agreement that conflicts in any manner with the
  Investors rights to cause the Company to register Registrable Securities
  pursuant to this Section 3.
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|3.6 | Notwithstanding
  any other provision of this Agreement, the Crystal Shares issued hereunder
  shall not be sold or traded on any stock exchange prior to the time when such
  shares are registered, or may be sold pursuant to any exemption from
  registration, under the Securities Act, to the extent such exemption applies.
  The Crystal Shares shall not be transferred to, or held by, the nominees
  company of bank Hapoalim prior to such time.
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4.       Representations and Warranties of the Company.The Company hereby represents and
warrants to the Investors, as follows:

4.1     Organization;
Corporate Power.  The Company is
duly organized, validly existing and in good standing under the laws of the
State of Israel, and has full corporate power and authority to own, lease and
operate its properties and assets and to conduct its business as now being
conducted. The Memorandum and Articles of Association of the Company as in
effect at the Closing are attached hereto as Schedule 4.1 (the Articles).

4.2     Share
Capital.  The Crystal Shares, when
issued and allotted in accordance with this Agreement, will be duly authorized,
validly issued, fully paid, nonassessable, and free of any preemptive rights,
and will have the rights, preferences, privileges, and restrictions set forth
in the Articles, and will be free and clear of any liens, claims, encumbrances
or third party rights of any kind and duly registered in the name of each
Investor in the Companys register of shareholders.

4.3      Financial
Statements.  The Company has
furnished the Investors with its (i) audited, consolidated, United States
Dollar-denominated financial statements as of and for the year ended December
31, 2001 (the Audited Financial Statements)
and (ii) unaudited, reviewed, consolidated, United States
Dollar-denominated balance sheet and statement of income, as of and for the
three and six month periods ended June 30, 2002, ((i) and (ii) are collectively
referred to as the Crystal Financial
Statementsand are attached hereto as Schedule 4.3).  The Crystal Financial Statements are true
and correct in all material respects, are in accordance with the books and
records of the Company and have been prepared in accordance with United States
generally accepted accounting principles consistently applied, and fairly and
accurately present in all material respects the financial position of the
Company as of such dates and the results of its operations for the periods then
ended.

4.4     Authorization;
Approvals. The Company has all requisite power and authority to execute and
deliver this Agreement and all other agreements and instruments contemplated
hereby or which are ancillary hereto and to consummate the transactions and
perform its obligations contemplated hereby and thereby.  All corporate action on the part of the
Company, its shareholders and directors necessary for the authorization,
execution, delivery, and performance of all of the Companys obligations under
this Agreement, and the other agreements contemplated hereby or which are
ancillary hereto and for the authorization, issuance, and allotment of the
Crystal Shares being sold under this Agreement has been (or will be) taken
prior to the Closing.  This Agreement
is, and the other agreements and instruments contemplated hereby or which are
ancillary hereto, when executed and delivered by or on behalf of the Company,
shall be, duly and validly authorized, executed and delivered by the Company.
This Agreement constitutes, and the other agreements and instruments
contemplated hereby or which are ancillary hereto, when executed and delivered
by or on behalf of the Company, shall constitute, the valid and legally binding
obligations of the Company, legally enforceable against the Company in
accordance with their respective terms. 
No consent, approval, order, license, permit, action by, or
authorization of or designation, declaration, or filing with any governmental
authority on the part of the Company is required that has not been, or will not
have been, obtained by the Company prior to the Closing in connection with the
valid execution, delivery and performance of this Agreement and the other
agreements and instruments contemplated hereby or ancillary hereto or the
offer, sale, or issuance of the Crystal Shares, except for approvals to be
obtained from the Securities and Exchange Commission with respect to a
registration under Section 3.2 above.

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4.5     No
Breach.  Neither the execution and
delivery of this Agreement and the other agreements and instruments
contemplated hereby or ancillary hereto nor compliance by the Company with the
terms and provisions hereof or thereof, will conflict with, or result in a
breach or violation of, any of the terms, conditions and provisions of:
(i) the Companys Memorandum of Association or the Articles of
Association, or other governing instruments of the Company, (ii) any
judgment, order, injunction, decree, or ruling of any court or governmental
authority, domestic or foreign, (iii) any agreement, contract, lease,
license or commitment to which the Company or any subsidiary is a party or to
which it is subject, or (iv) applicable law.  Such execution, delivery and compliance will not require the
consent or approval of any person, which consent or approval has not heretofore
been obtained.

4.6     Brokers.  No agent, broker, investment banker, person
or firm acting in a similar capacity on behalf of or under the authority of the
Company is or will be entitled to any brokers or finders fee or any other
commission or similar fee, directly or indirectly, on account of any action
taken by the Company in connection with any of the transactions contemplated
under this Agreement.  The Company
agrees to indemnify and hold the Investors harmless from and against any claim
or liability resulting from any party claiming any such commission or fee, if
such claims shall be contrary to the foregoing statement.

4.7     SEC/Nasdaq
Compliance. The Companys annual report on Form 20-F for the one
year period ending 2001 and as filed with the U.S. Securities and Exchange
Commission (SEC) is attached
hereto as Schedule 4.7(i) (the 20-F
Report), and all of the press releases issued by the Company after
December 31, 2001 through the date hereof are attached hereto as Schedule
4.7(ii) (the 2002 Press Releases),
which the Company represents and warrants consists of all press releases
required to be filed with the SEC under applicable laws and regulations since
December 31, 2001 through the date hereof.  
The Company has not received any correspondence from the U.S. Securities
and Exchange Commission concerning the 20-F Report.  The 20-F Report has been prepared by the Company in accordance
with all applicable U.S. securities laws, regulations and rulings.

4.8     Experience.  The Company is an experienced investor and
has reviewed and inspected all of the data and information provided to it, upon
its request, by the Investors in connection with this Agreement.  The Company represents and agrees that the
Liraz Shares are purchased only for investment, for its own account, and
without any present intention to sell or distribute the Liraz Shares.

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4.9     Full
Disclosure.  The Company has
provided each Investor with all information relating to the Company that such
Investor has requested.  Neither the
Companys representations made in this Agreement (including the Schedules
hereto) nor any certificates made or delivered by the Company in connection
herewith contains any untrue statement of a material fact or omits to state a
material fact necessary to make the statements herein or therein not
misleading, in view of the circumstances in which they were made.

5.       Representations and Warranties of the Investors.  Each Investor (except DIC Loans Ltd. solely
with respect to Sections 5.7, 5.8 and 5.9 below) hereby represents and
warrants, with respect to itself only, to the Company as follows:

5.1     Good
Title. Such Investor owns of record (either directly or by way of holding
through a securities custody account owned by such Investor and maintained with
a member of the Tel Aviv Stock Exchange) 
and beneficially, and has good, valid and marketable title to, all of
the Liraz Shares to be sold hereunder by such Investor, which, upon the
transfer of such Liraz Shares under this Agreement, will be free and clear of
any restrictions on transfer, taxes, security interests, liens, pledges, mortgages,
charges, encumbrances, options, warrants, purchase rights, contracts,
commitments, calls, equities, claims and demands.

5.2     Authorization;
Approvals. Such Investor has all requisite power and authority to execute
and deliver this Agreement and all other agreements and instruments
contemplated hereby or which are ancillary hereto and to consummate the
transactions and perform its obligations contemplated hereby and thereby.  All corporate action on the part of the
Investor necessary for the authorization, execution, delivery, and performance
of all of the Investors obligations under this Agreement, and the other
agreements contemplated hereby or which are ancillary hereto and for the
transfer of the Liraz Shares being sold under this Agreement by such Investor
has been (or will be) taken prior to the Closing.  This Agreement is, and the other agreements and instruments
contemplated hereby or which are ancillary hereto, when executed and delivered
by or on behalf of the Investor, shall be, duly and validly authorized,
executed and delivered by the Investor. This Agreement constitutes, and the
other agreements and instruments contemplated hereby or which are ancillary
hereto, when executed and delivered by or on behalf of the Investor, shall
constitute, the valid and legally binding obligations of the Investor, legally
enforceable against the Investor in accordance with their respective
terms.  No consent, approval, order,
license, permit, action by, or authorization of or designation, declaration, or
filing with any governmental authority on the part of the Investor is required
that has not been, or will not have been, obtained by the Investor prior to the
Closing in connection with the valid execution, delivery and performance of
this Agreement and the other agreements and instruments contemplated hereby or
ancillary hereto or the offer or sale of the Liraz Shares.

5.3     No
Breach.     Neither the execution and delivery of
this Agreement and the other agreements and instruments contemplated hereby or
ancillary hereto nor compliance by the Investor with the terms and provisions
hereof or thereof, will conflict with, or result in a breach or violation of,
any of the terms, conditions and provisions of: (i) such Investors
Memorandum of Association or the Articles of Association, or other governing
instruments of the Investor, (ii) any judgment, order, injunction, decree,
or ruling of any court or governmental authority, domestic or foreign, to which
the Investor is a party or to which it is subject,  (iii) any agreement, contract, lease, license or commitment
to which the Investor is a party or to which it is subject, or
(iv) applicable law.  Such
execution, delivery and compliance will not require the consent or approval of
any person, which consent or approval has not heretofore been obtained.

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5.4     Brokers.     No
agent, broker, investment banker, person or firm acting in a similar capacity
on behalf of or under the authority of such Investor is or will be entitled to
any brokers or finders fee or any other commission or similar fee, directly
or indirectly, on account of any action taken by such Investor in connection
with any of the transactions contemplated under this Agreement.  Such Investor agrees to indemnify and hold
the Company harmless from and against any claim or liability resulting from any
party claiming any such commission or fee, if such claims shall be contrary to
the foregoing statement.

5.5     Experience.     Such
Investor is an experienced investor and has reviewed and inspected all of the
data and information provided to it, upon its request, by the Company in
connection with this Agreement.  Such
Investor represents and agrees that the Crystal Shares to be acquired hereunder
by such Investor are purchased only for investment, for his or its own account,
and without any present intention to sell or distribute such Crystal Shares.
The Investor acknowledges that such Crystal Shares are restricted securities
and the certificates therefor shall bear a restrictive legend as set forth in
Section 2.2.1(c) hereof.

5.6     The
Liraz Shares being sold to the Company under this Agreement by such Investor
constitutes such Investors entire holdings in Liraz, including rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares or securities of Liraz.

5.7     Financial
Statements.  The Investors (other
than DIC Loans Ltd.) have furnished the Company with Liraz (i) audited,
consolidated, NIS-denominated financial statements as of and for the year ended
December 31, 2001 (the Audited Financial
Statements) and (ii) unaudited, reviewed, consolidated,
NIS-denominated financial statements as of and for the three and six month
periods ended June 30, 2002, ((i) and (ii) are collectively referred to as the Liraz Financial Statements and are
attached hereto as Schedule 3.3). 
The Liraz Financial Statements are true and correct in all material
respects, are in accordance with the books and records of Liraz and have been
prepared in accordance with Israeli generally accepted accounting principles
consistently applied, and fairly and accurately present in all material
respects the financial position of the Liraz as of such dates and the results
of its operations for the periods then ended.

5.8     Securities
Law Compliance. Lirazs annual report for the one year period ending 2001
and as filed with the Israeli Securities Authority is attached hereto as Schedule
5.7 (the Annual Report).   Liraz has not received any correspondence
from the Israeli Securities Authority concerning the Annual Report.  The Annual Report has been prepared by Liraz
in accordance with all applicable Israeli securities laws, regulations and
rulings.

5.9     Full
Disclosure.  The Investor has
provided the Company with all information relating to Liraz and such Investor
that the Company has requested of such Investor.  Neither such Investors representations as made in this Agreement
(including the Schedules hereto) nor any certificates made or delivered by such
Investor in connection herewith contains any untrue statement of a material
fact or omits to state a material fact necessary to make the statements herein
or therein not misleading, in view of the circumstances under  which they were made.

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6.      Conditions of Closing of the Investors.  The obligations of each Investor to purchase
the Crystal Shares in exchange for the Liraz Shares, at the Closing, are
subject to the fulfillment at or before the Closing of the following conditions
precedent, any one or more of which may be waived in whole or in part by the
Investors, which waiver shall be at the sole discretion of the Investors:

6.1     Representations
and Warranties.  The representations
and warranties made by the Company in this Agreement shall have been true and correct
when made, and shall be true and correct as of the Closing as if made on the
date of the Closing.

6.2     Covenants.  All covenants, agreements, and conditions
contained in this Agreement to be performed or complied with by the Company
prior to the Closing shall have been performed or complied with by the Company
prior to or at the Closing.

6.3     Consents,
etc.  The Company shall have secured
all permits, consents and authorizations on the part of the Company that shall
be necessary or required lawfully to consummate this Agreement and to issue the
Crystal Shares to each Investor at the Closing.

6.4     Delivery
of Documents.  All of the documents
to be delivered by the Company pursuant to Section 2.2.1 shall be in a form and
substance satisfactory to the Investors and their counsel, and shall have been
delivered to the Investors.

6.5     Proceedings
and Documents.  All corporate and
other proceedings of the Company in connection with the transactions
contemplated by this Agreement and all documents and instruments incident to
such transactions shall be satisfactory in substance and form to the Investors
and their counsel, and the Investors and their counsel shall have received all
such counterpart originals or certified or other copies of such documents as
the Investors or their counsel may reasonably request.

7.       Conditions of Closing of the Company.  The Companys obligations to sell and issue
the Crystal Shares at the Closing are subject to the fulfillment at or before
the Closing of the following conditions:

7.1     Representations
and Warranties.  The representations
and warranties made by each Investor in this Agreement shall have been true and
correct when made, and shall be true and correct as of the Closing as if made
on the date of the Closing.

7.2     Covenants.  All covenants, agreements, and conditions
contained in this Agreement to be performed or complied with by the Investors
prior to the Closing shall have been performed or complied with by the
Investors prior to or at the Closing.

7.3     Consents,
etc.  The Investors shall have
secured all permits, consents and authorizations on their part that shall be
necessary or required lawfully to consummate this Agreement and to transfer the
Liraz Shares to the Company at the Closing.

7.4     Delivery
of Documents.  All of the documents
to be delivered by the Investors pursuant to Section 2.2.2 shall be in a form
and substance satisfactory to the Company and its counsel, and shall have been
delivered to the Company.

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7.5     Proceedings
and Documents.  All corporate and
other proceedings of the Investors in connection with the transactions
contemplated by this Agreement and all documents and instruments incident to
such transactions shall be satisfactory in substance and form to the Company
and its counsel, and the Company and its counsel shall have received all such
counterpart originals or certified or other copies of such documents as the
Company or its counsel may reasonably request.

8.       Miscellaneous.

8.1     The
Parties hereto acknowledge that in the event that the resolution described
under Section 2.2.1(a) above is not obtained by December 31, 2002, this
Agreement shall be considered null and void by no fault or breach of any of the
Parties.

8.2     Further
Assurances.  Each of the parties
hereto shall perform such further acts and execute such further documents as
may reasonably be necessary to carry out and give full effect to the provisions
of this Agreement and the intentions of the parties as reflected thereby.

8.3     Governing
Law; Jurisdiction.  This Agreement
shall be governed by and construed according to the laws of the State of
Israel, without regard to the conflict of laws provisions thereof.  Any dispute arising under or in relation to
this Agreement shall be resolved exclusively in the competent court for Tel
Aviv-Jaffa district, and each of the parties hereby irrevocably submits to the
exclusive jurisdiction of such court.

8.4     Successors
and Assigns; Assignment.  Except as
otherwise expressly limited herein, the provisions hereof shall inure to the
benefit of, and be binding upon, the successors, assigns, heirs, executors, and
administrators of the parties hereto.

8.5     Entire
Agreement; Amendment and Waiver. 
This Agreement and the Schedules hereto constitute the full and entire
understanding and agreement between the parties with regard to the subject
matters hereof and thereof.  Any term of
this Agreement may be amended and the observance of any term hereof may be
waived (either prospectively or retroactively and either generally or in a particular
instance) only with the written consent of all parties to this Agreement.

8.6     Notices,
etc.  All notices and other
communications required or permitted hereunder to be given to a party to this
Agreement shall be in writing and shall be telecopied or mailed by registered
or certified mail, postage prepaid, or prepaid air courier, or otherwise
delivered by hand or by messenger, addressed to such partys address as set
forth below:

| | if to the
  Investors: | to the
  addresses set forth in Schedule 1.1                                                              
| | ---------------------- | ----------------------------------------------------------------------------------------------------------
| |                        |                                                                                                           
| | if to the
  Company    | Crystal
  Systems Solutions Ltd.
  8 Maskit St., Herzelia
  Facsimile:  09-9536111
  ATTN: Iris Yahal, CFO

or such other
address with respect to a party as such party shall notify each other party in
writing as above provided.  Any notice
sent in accordance with this Section 8.6 shall be effective (i) if mailed,
seven (7) business days after mailing, (ii) if by air courier two (2) business
days after delivery to the courier service, (iii) if sent by messenger or via
telecopier and received on a business day by 17:00, upon delivery or
transmission (and electronic confirmation of receipt, where applicable), and if
sent otherwise, on the first business day following the day of delivery by
messenger or transmission via telecopier and electronic confirmation of receipt
(provided, however, that any notice of change of address shall only be valid
upon receipt).

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8.7     Delays
or Omissions.  No delay or omission
to exercise any right, power, or remedy accruing to any party upon any breach
or default under this Agreement, shall be deemed a waiver of any other breach
or default theretofore or thereafter occurring.  Any waiver, permit, consent, or approval of any kind or character
on the part of any party of any breach or default under this Agreement, or any
waiver on the part of any party of any provisions or conditions of this
Agreement, must be in writing and shall be effective only to the extent
specifically set forth in such writing. 
All remedies, either under this Agreement or by law or otherwise
afforded to any of the parties, shall be cumulative and not alternative.

8.8     Severability.  If any provision of this Agreement is held
by a court of competent jurisdiction to be unenforceable under applicable law,
then such provision shall be excluded from this Agreement and the remainder of
this Agreement shall be interpreted as if such provision were so excluded and
shall be enforceable in accordance with its terms; provided, however, that in
such event this Agreement shall be interpreted so as to give effect, to the
greatest extent consistent with and permitted by applicable law, to the meaning
and intention of the excluded provision as determined by such court of
competent jurisdiction.

8.9     Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original and enforceable
against the parties actually executing such counterpart, and all of which
together shall constitute one and the same instrument.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK]

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IN
WITNESS WHEREOF the parties have signed this Agreement as of the date first
hereinabove set forth.

CRYSTAL SYSTEMS SOLUTIONS LTD.

|By:                         |  | 
|--------------------------- |  | 
|                            |  | 
|                            |  | 
|Title:                      |  | 
|                            |  | 
|                            |  | 
|DIC LOANS LTD.              | 
|                            |  | 
|By:                         |  | 
|                            |  | 
|Title:                      |  | 
|                            |  | 
|                            |  | 
|FORMULA SYSTEMS (1985) LTD. | 
|                            |  | 
|By:                         |  | 
|                            |  | 
|Title:                      |  | 
|                            |  | 
|                            |  | 
|ARIE KILMAN                 | 
|                            |  | 
|By:                         |  | 
|                            |  | 
|                            |  | 

[Signature Page to Share Exchange Agreement]

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SCHEDULE 1.1

|Investor Name and Address:                                                                               |  | Number of Crystal Shares 
  Issued by the Company: |  | Number of Liraz Shares
  Transferred by each Investor:
|-------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------- |  | ------------------------------------------------------
|                                                                                                         |  |                                                    |  |                                                       
|DIC Loans
  Ltd.
  Azrieli Center
  Triangular Tower
  Tel Aviv
  Fax: 03-607-5866
  Attn: Legal Counsel |  | 510,328                                            |  | 852,247                                               
|                                                                                                         |  |                                                    |  |                                                       
|Arie Kilman
  Arie Zeev Yizum Asakim Ltd.
  Azrieli Center
  Triangular Tower, Floor 42
  Tel Aviv       |  | 215,004
  410,179                                  |  | 359,056
  685,000                                     
|Fax:                                                                                                     |  | Total:
  625,183                                   |  | Total:
  1,044,056                                    
|                                                                                                         |  |                                                    |  |                                                       
|Formula
  Systems (1985) Ltd.
  39 Hagalim Blvd., Herzelia
  Fax: 09-9598877
  Attn: Legal Counsel       |  | 2,343,113                                          |  | 3,912,999                                             
|                                                                                                         |  |                                                    |  |                                                       
|Total                                                                                                    |  | 3,478,624                                          |  | 5,809,302                                             
|                                                                                                         |  |                                                    |  |                                                       

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